Date: Thursday, 30 June 1994 9:06am CT
To: Emc2-News
From: PXBB1
Subject: PUBLIC RELATIONS

FOR IMMEDIATE RELEASE

MEDIA CONTACTS:  Burlington Northern Inc.
                 Richard Russack
                (202) 347-8662

                 Santa Fe Pacific Corp.
                 Catherine Westphal
                 (708) 995-6273


BURLINGTON NORTHERN AND SANTA FE AGREE TO MERGE

FORT WORTH, TEXAS AND SCHAUMBURG, ILLINOIS, JUNE 30, 1994 --
Burlington Northern Inc. (BN) and Santa Fe Pacific Corporation
(Santa Fe) jointly announced today that they have signed a
definitive agreement providing for the merger of the two companies,
subject to receiving approval from the Interstate Commerce
Commission (ICC).  The combination will create a rail network
covering the midwestern and western United States and provide
shippers with single line service connecting all principal West
Coast ports with major midwestern and western markets and with
ports and markets in the Southeast.

Santa Fe shareholders will receive 0.27 of a share of Burlington
Northern common stock for each Santa Fe share.  Separately, Santa
Fe announced today that it will distribute to its shareholders on
September 30, 1994, the remaining stock which it owns in Santa Fe
Pacific Gold Corporation.  This dividend will be paid prior to the
merger with BN and is not dependent on the merger.  Both
transactions are expected to be tax-free to shareholders.

Upon completion of the merger, Burlington Northern will change its
name to Burlington Northern Santa Fe Corporation and the railroad
will be called The Burlington Northern and Santa Fe Railway
Company.  Gerald Grinstein, Burlington Northern's chairman and
chief executive officer, will be chairman of the merged company.
Robert D. Krebs, chairman, president and chief executive officer of
Santa Fe, will be president and chief executive officer of the new
company.

"The combination of Burlington Northern and Santa Fe is a
predominantly end-to-end merger that will benefit shippers and the
public," said Grinstein.  "There is very little overlap between our
two rail systems.

"The merged BN/Santa Fe network will provide single line service
across the key transcontinental corridor from Central and Southern
California to the southeastern gateways of Memphis and Birmingham.
It will provide midwestern grain shippers with new single line
access to the West Coast and Gulf ports, and it will enhance
shipping options to Canadian and Mexican gateways," he said.

Grinstein said that shippers prefer single line service because it
is more efficient, gives them one point of contact and eliminates
the costs and delays associated with interchanging traffic from one
carrier to another.  Enhanced single line service also will open
new markets for shippers.

"This merger will create a strong, new rail carrier with a
diversified traffic base and excellent financial prospects.  For
example, Santa Fe's strength in intermodal traffic will complement
BN's strength in coal and grain," said Krebs.  "This will benefit
employees, customers, shareholders and the communities where both
railroads operate.

"The combination of BN and Santa Fe will help U.S. industries
compete more effectively in world markets by linking the heartland
more closely with the West Coast and Gulf Coast
ports, thereby providing better access to Pacific Rim nations and
other trading partners," said Krebs.

The merger has been approved by the boards of directors of both
companies.  It is subject to approval by the shareholders of both
companies at special meetings to be scheduled as soon as possible.
The companies will file their merger application with the ICC later
this year and ask the ICC to rule on the merger on an expedited
basis.  While the ICC is reviewing the merger, BN and Santa Fe will
operate as independent companies, each headquartered in its current
city and operating under the direction of its current board and
management.

"We expect the merger to result in substantial cost savings through
operational improvements, increased traffic densities, reduced
administrative costs and elimination of duplicative functions,"
said Krebs.

Burlington Northern is being advised by Lazard Freres & Co., which
has rendered a fairness opinion to BN's board of directors, and
Davis Polk & Wardwell. Santa Fe's advisors are Goldman, Sachs &
Co., which has rendered a fairness opinion to Santa Fe's board of
directors, and Mayor Brown & Platt.

Burlington Northern Inc. (NYSE: BNI) is the parent company of
Burlington Northern Railroad, one of the world's leading providers
of transportation and information services, and operator of the
longest rail system in North America.  It operates through 25
states and two Canadian provinces.

Santa Fe Pacific Corporation (NYSE: SFX) is the parent company of
The Atchison, Topeka and Santa Fe Railway Company, which operates
in 12 states and offers service to Mexico.  In addition to owning
Santa Fe Pacific Gold, which will be spun off, Santa Fe also owns
a 44% interest in Santa Fe Pacific Pipeline Partners, L.P.


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